•
Shirley Temple as Sylvia Dolores "Dimples" Appleby, an 8-year-old girl who is a street performer in New York City circa 1850 and Professor Appleby's granddaughter •
Frank Morgan as Professor Eustace Appleby, a pickpocket who is also Dimples's grandfather •
Helen Westley as Mrs. Caroline Drew, Allen's aunt and Dimples's patroness •
Robert Kent as Allen Drew, a theatrical producer and Caroline Drew's nephew •
Astrid Allwyn as Cleo Marsh, a haughty actress and Allen's sudden romantic interest •
Delma Byron as Betty Loring, Allen's betrothed and the daughter of Colonel Loring •
Berton Churchill as Colonel Jasper Loring, Betty's father •
Julius Tannen as Emery T. Hawkins, a swindler •
John Carradine as Richards, a swindler •
Stepin Fetchit as Cicero, a servant •
Billy McClain as Rufus,Caroline Drew's Butler • Jack Clifford as
Uncle Tom, a character in Allen's new play • Betty Jean Hainey as Topsy, a character in Allen's new play •
Paul Stanton as Mr. St. Clair, a character in Allen's new play • The
Hall Johnson Choir as Choir ==Production==